As filed with the Securities and Exchange Commission on March 17, 1998.
Registration No. 333-_____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------
PPT VISION, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1413345
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10321 West 70th Street
Eden Prairie, Minnesota 55344
-----------------------------------------------------
(Address of principal executive offices and zip code)
PPT VISION, INC.
1997 STOCK OPTION PLAN
(Full title of the Plan)
------------------------
Copy to:
Joseph C. Christenson, President Thomas G. Lovett, IV
PPT Vision, Inc. Lindquist & Vennum P.L.L.P.
10321 West 70th Street 4200 IDS Center
Eden Prairie, Minnesota 55344 Minneapolis, MN 55402
(612) 996-9500 (612) 371-3270
----------------------------
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ---------- -------------- ---------- -------------- -------
Common Stock, 500,000 shares $ 8.50(1) $4,250,000 (1) $1,441
$.10 par value,
to be issued pursuant
to PPT Vision, Inc.
1997 Stock Option Plan
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the closing price of
the Company's Common Stock on the Nasdaq National Market on March 10, 1998
PART I
Pursuant to Part I of Form S-8, the information required by Items 1
and 2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal
year ended October 31, 1997.
(b) The description the Company's Common Stock as set
forth under the caption "Capital Stock" in the
Company's Registration Statement on Form S-2, as
amended (File No. 333-03755).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to
the completion or termination of this offering of shares of Common Stock
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Statutes and Article 6 of the
Company's Bylaws require, among other things, the indemnification of
persons made or threatened to be made a party to a proceeding by reason of
acts or omissions performed in their official capacity as an officer,
director, employee or agent of the Company against judgments, penalties and
fines (including attorneys' fees) if such person is not otherwise
indemnified, acted in good faith, received no improper benefit, reasonably
believed that such conduct was in the best interests of the Company, and,
in the case of criminal proceedings, had no reason to believe the conduct
was unlawful. In addition, Section 302A.521, subd. 3, of the Minnesota
Statutes requires payment by the Company, upon written request, of
reasonable expenses in advance of final disposition in certain instances if
a decision as to required indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a
disinterested quorum is present, or by a designated committee of the Board,
by special legal counsel, by the shareholders or by a court.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
4.1 PPT Vision, Inc. 1997 Stock Option Plan filed as Exhibit
10.7 to the Company's Form 10-K for the year ended October 31, 1997
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Price Waterhouse, LLP
24.1 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The Company hereby undertakes to:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director, officer,
or controlling person connected with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Eden Prairie, State of Minnesota,
on March 17, 1998.
PPT VISION, INC.
By /s/ Thomas R. Northenscold
---------------------------------------
Thomas R. Northenscold, Chief Financial
Officer (Principal Accounting Officer)
POWER OF ATTORNEY
The undersigned officers and directors of PPT Vision, Inc. hereby
constitute and appoint Joseph C. Christenson and Tom Northenscold with power to
act as our true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for us and in our stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement and all documents relating thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in- fact and agent, or
his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities indicated on March 17, 1998.
Signature
/s/ Joseph C. Christenson
- ---------------------------
Joseph C. Christenson, President, and
and Director (Principal Executive Officer)
/s/ Larry G. Paulson
- ----------------------
Larry G. Paulson, Vice President of Research and
Development, and Director
/s/ Bruce C. Huber
- ------------------------
Bruce C. Huber, Director
/s/ David Malmberg
- ------------------------
David Malmberg, Director
/s/ Peter R. Peterson
- ---------------------------
Peter R. Peterson, Director
/s/ Thomas R. Northenscold
- ---------------------------------------
Thomas R. Northenscold, Chief Financial
Officer (Principal Accounting Officer)
EXHIBIT 5.1
January 30, 1998
PPT Vision, Inc.
10321 West 70th Street
Eden Prairies, MN 55344
Re: Opinion of Counsel as to Legality of 500,000 shares of Common
Stock to be Registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under
the Securities Act of 1933 on Form S-8 of 500,000 shares of Common Stock,
$.10 par value per share, of PPT Vision, Inc., (the "Company") offered to
officers, directors and employees of the Company or its subsidiaries
pursuant to the PPT Vision, Inc. 1997 Stock Option Plan (the "Plan").
As general counsel for the Company, we advise you that it is our
opinion, based on our familiarity with the affairs of the Company and upon
our examination of pertinent documents, that the 500,000 shares of Common
Stock to be offered to officers, directors and employees under the Plan
will, when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration
Statement with respect to said shares of Common Stock under the Securities
Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, with respect to the PPT Vision 1997 Stock Option
Plan of our report dated November 21, 1997 on the 1997 financial
statements, appearing in the Annual Report on Form 10-K of PPT Vision, Inc.
for the fiscal year ended October 31, 1997.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE, LLP
Minneapolis, Minnesota
March 13, 1998
